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Four Decades for Justice

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Practices

Executive Compensation and Benefits

Executive Compensation and Benefits

Cravath’s Executive Compensation and Benefits Department advises U.S. and multinational clients in all aspects of compensation and benefits. Executive compensation and employee benefit issues are central concerns in most corporate transactions. Our lawyers are experienced at analyzing the corporate governance implications and legal and financial risks associated with compensation and benefit arrangements, as well as navigating interrelated securities law, disclosure, investor relations, tax, ERISA and accounting issues.

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in the annual proxy statement, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA

The compensation and benefit matters that arise in merger and acquisition transactions are the primary focus of the Department. Our lawyers negotiate key terms of acquisition agreements, develop executive succession arrangements and design and implement new compensation and benefit plans.

In addition to our transactional experience, our executive compensation and benefits lawyers work closely with our litigators to handle matters involving employment, employee benefits and ERISA issues, including in class action lawsuits that may be intertwined with securities and shareholder derivative cases. We have broad experience in disputes that involve employee noncompetition and nonsolicitation agreements, internal investigations of claims of executive misconduct, modifications of employee retirement and benefits agreements and whistleblower claims.

We also advise our clients in connection with the complexities of their ongoing compensation and benefits practices. We help prepare the executive compensation disclosure in the annual proxy statement, including the CD&A and any management compensation proposals, such as say‑on‑pay and approval of new equity compensation plans. In addition, we counsel our clients on the increasingly important issue of investor relations, including the management of relations with corporate governance watchdogs such as ISS/Glass Lewis and major institutional shareholders, as well as in defense against activist shareholders. We are also frequently asked to represent CEOs and other senior executives and corporate clients in crafting individual employment and severance agreements.

Cravath has been consistently named a leading firm for executive compensation and benefits by numerous third‑party publications and has been twice named a Benefits Practice Group of the Year by Law360. Our lawyers regularly earn plaudits from their clients and peers in the market:

  • “The team is particularly good at managing exceptionally complex topics and processes, and can articulate arcane legal intricacies in an especially user-friendly way. It is a rare combination of skills.” The Legal 500 US
  • “Cravath is amazing and just becomes part of the team. They are reliable and they are at the next step before you.” Chambers USA
  • “I hold Cravath in high esteem. On the simple and more complicated transactions, the firm provides expert counsel and priority responses, which helps us achieve our goals.” Chambers USA
  • “They provide a combination of competence and customer service that is unequaled.” Chambers USA
  • The Cravath team is “extremely knowledgeable across strategic and tactical issues with a very pragmatic and common-sense approach to problem solving.” The Legal 500 US
  • “Cravath attorneys have been fantastic to work with. They are very capable legally of course, but also help me to think through the business implications of negotiations as well.” Chambers USA
  • Deals & Cases
  • Recent News

Deals & Cases

October 02, 2023

Viatris’s $6.94 Billion in Announced Divestitures

On October 1, 2023, Viatris Inc. (“Viatris”), a global healthcare company, announced it has received an offer for the divestiture of substantially all of its Over-the-Counter (“OTC”) business, and has entered into definitive agreements to divest its Women’s Healthcare business, its Active Pharmaceutical Ingredient (“API”) business in India and commercialization rights in certain non-core markets that were acquired as part of the combination with Upjohn. The total transactions value, including Viatris’s 2022 divestiture of its biosimilars business, represents up to $6.94 billion of total gross proceeds. The estimated transaction value for the divestitures announced today is $3.6 billion, including gross consideration of up to approximately $2.17 billion for the divestiture of substantially all of its OTC business, and up to approximately $1.2 billion combined for the divestitures of its API and Women’s Healthcare businesses. Cravath is representing Viatris in connection with the transactions.

Deals & Cases

September 27, 2023

Ovintiv Inc.’s Registered Secondary Offering of Common Stock

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Deals & Cases

September 19, 2023

Lindsay Goldberg’s Acquisition of The Kleinfelder Group

On September 19, 2023, affiliates of private investment firm Lindsay Goldberg, in partnership with the company’s management, announced the completion of an investment in The Kleinfelder Group, a leading engineering, design, construction management, construction materials inspection and testing, and environmental professional services firm. Cravath is representing Lindsay Goldberg in connection with the transaction.

Deals & Cases

September 18, 2023

OMERS Private Equity’s Acquisition of Knight Commercial

On September 18, 2023, OMERS Private Equity announced the signing of a definitive agreement to acquire a majority stake in Knight Commercial, a leading provider of commercial restoration services. Cravath is representing OMERS Private Equity in connection with the transaction.

Deals & Cases

September 14, 2023

Bacardi’s Acquisition of ILEGAL Mezcal

On September 11, 2023, Bacardi Limited (“Bacardi”), the largest privately held international spirits company in the world, announced the completion of a transaction that makes the family‑owned company the sole owner of ILEGAL Mezcal®, a leading super premium artisanal mezcal. Cravath is representing Bacardi in connection with the transaction.

Accolades

September 25, 2023

Cravath Partners Named to Lawdragon’s 2024 List of Leading Corporate Employment Lawyers

On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”

Podcasts

September 12, 2023

On Tax – Jon Katz of Cravath

Jon Katz is a partner in the Executive Compensation and Benefits Department at Cravath who started his career as a tax associate at the Firm. In the Season 6 premiere of On Tax, he and fellow Cravath partner and host Len Teti talk about working together as associates on large transactions. Jon also discusses the unexpected conversation that led him to join the Firm’s Executive Compensation and Benefits Department, and the advice he offers law students.

Accolades

July 10, 2023

Lawdragon Names Cravath Partners to its Inaugural List of The Next Generation Lawyers in America

On July 7, 2023, Lawdragon announced the inclusion of 27 Cravath partners in its inaugural “500 X – The Next Generation” list. The list recognizes lawyers across practice areas “who will define where the legal profession of our country goes” and have “blown down the walls of private practice, amassing courtroom victories, leading deals and protecting IP and civil rights.”

Activities & Publications

June 29, 2023

Mark Greene and Eric Hilfers Speak at Stanford Law School’s 2023 Directors’ College

Cravath partners Mark I. Greene and Eric W. Hilfers spoke at Stanford Law School’s 28th Annual Directors’ College, which was held from June 26‑28, 2023, virtually and in Stanford, CA.

Activities & Publications

June 26, 2023

NYS Assembly Passes Bill Banning Post‑Employment Covenants Not To Compete

On June 23, 2023, Cravath prepared a memo for its clients entitled “NYS Assembly Passes Bill Banning Post‑Employment Covenants Not To Compete.” The memo examines Assembly Bill A1278B, which was passed by the New York State Assembly on June 20, 2023, a version having previously been passed by the New York State Senate, and which provides for a broad ban on post‑employment noncompete restrictions. If the bill is signed into law, New York will join California as one of the most restrictive states in the U.S. with respect to post‑employment covenants not to compete. The memo outlines the types of agreements the bill bans, who is considered a covered individual, the exceptions the bill includes and the consequences for violating the law.

Deals & Cases

October 02, 2023

Viatris’s $6.94 Billion in Announced Divestitures

On October 1, 2023, Viatris Inc. (“Viatris”), a global healthcare company, announced it has received an offer for the divestiture of substantially all of its Over-the-Counter (“OTC”) business, and has entered into definitive agreements to divest its Women’s Healthcare business, its Active Pharmaceutical Ingredient (“API”) business in India and commercialization rights in certain non-core markets that were acquired as part of the combination with Upjohn. The total transactions value, including Viatris’s 2022 divestiture of its biosimilars business, represents up to $6.94 billion of total gross proceeds. The estimated transaction value for the divestitures announced today is $3.6 billion, including gross consideration of up to approximately $2.17 billion for the divestiture of substantially all of its OTC business, and up to approximately $1.2 billion combined for the divestitures of its API and Women’s Healthcare businesses. Cravath is representing Viatris in connection with the transactions.

Deals & Cases

September 27, 2023

Ovintiv Inc.’s Registered Secondary Offering of Common Stock

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Deals & Cases

September 19, 2023

Lindsay Goldberg’s Acquisition of The Kleinfelder Group

On September 19, 2023, affiliates of private investment firm Lindsay Goldberg, in partnership with the company’s management, announced the completion of an investment in The Kleinfelder Group, a leading engineering, design, construction management, construction materials inspection and testing, and environmental professional services firm. Cravath is representing Lindsay Goldberg in connection with the transaction.

Deals & Cases

September 18, 2023

OMERS Private Equity’s Acquisition of Knight Commercial

On September 18, 2023, OMERS Private Equity announced the signing of a definitive agreement to acquire a majority stake in Knight Commercial, a leading provider of commercial restoration services. Cravath is representing OMERS Private Equity in connection with the transaction.

Deals & Cases

September 14, 2023

Bacardi’s Acquisition of ILEGAL Mezcal

On September 11, 2023, Bacardi Limited (“Bacardi”), the largest privately held international spirits company in the world, announced the completion of a transaction that makes the family‑owned company the sole owner of ILEGAL Mezcal®, a leading super premium artisanal mezcal. Cravath is representing Bacardi in connection with the transaction.

Accolades

September 25, 2023

Cravath Partners Named to Lawdragon’s 2024 List of Leading Corporate Employment Lawyers

On September 22, 2023, Cravath partners Eric W. Hilfers, Amanda Hines Gold, Jonathan J. Katz and Matthew J. Bobby were named to Lawdragon’s 2024 list of “500 Leading Corporate Employment Lawyers” in recognition of their work advising clients on executive compensation and benefits matters. The list recognizes the “unsurpassed experts who try to keep the balance between Corporate America and its workers.”

Podcasts

September 12, 2023

On Tax – Jon Katz of Cravath

Jon Katz is a partner in the Executive Compensation and Benefits Department at Cravath who started his career as a tax associate at the Firm. In the Season 6 premiere of On Tax, he and fellow Cravath partner and host Len Teti talk about working together as associates on large transactions. Jon also discusses the unexpected conversation that led him to join the Firm’s Executive Compensation and Benefits Department, and the advice he offers law students.

Accolades

July 10, 2023

Lawdragon Names Cravath Partners to its Inaugural List of The Next Generation Lawyers in America

On July 7, 2023, Lawdragon announced the inclusion of 27 Cravath partners in its inaugural “500 X – The Next Generation” list. The list recognizes lawyers across practice areas “who will define where the legal profession of our country goes” and have “blown down the walls of private practice, amassing courtroom victories, leading deals and protecting IP and civil rights.”

Activities & Publications

June 29, 2023

Mark Greene and Eric Hilfers Speak at Stanford Law School’s 2023 Directors’ College

Cravath partners Mark I. Greene and Eric W. Hilfers spoke at Stanford Law School’s 28th Annual Directors’ College, which was held from June 26‑28, 2023, virtually and in Stanford, CA.

Activities & Publications

June 26, 2023

NYS Assembly Passes Bill Banning Post‑Employment Covenants Not To Compete

On June 23, 2023, Cravath prepared a memo for its clients entitled “NYS Assembly Passes Bill Banning Post‑Employment Covenants Not To Compete.” The memo examines Assembly Bill A1278B, which was passed by the New York State Assembly on June 20, 2023, a version having previously been passed by the New York State Senate, and which provides for a broad ban on post‑employment noncompete restrictions. If the bill is signed into law, New York will join California as one of the most restrictive states in the U.S. with respect to post‑employment covenants not to compete. The memo outlines the types of agreements the bill bans, who is considered a covered individual, the exceptions the bill includes and the consequences for violating the law.

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Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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